UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2018
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Ohio | | 0-1402 | | 34-1860551 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)
(216)481-8100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2018, the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) increased its size from eleven to twelve members and elected Ben Patel to fill the resulting vacancy. Dr. Patel was also appointed to the Audit and Nominating and Corporate Governance Committees of the Board. Dr. Patel is Vice President and Chief Technology Officer of Tenneco, Inc., a manufacturer of automotive emission control and ride control products and systems.
The Board has determined that Dr. Patel is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Dr. Patel and any other persons pursuant to which Dr. Patel was elected as a Director.
As anon-employee Director, Dr. Patel will receive compensation in the same manner as the Company’s othernon-employee Directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 20, 2017, with one update to the previous disclosure that the approximate value of each of the annual stock-based awards and initial restricted stock awards was increased from $107,000 to $125,000. The initial restricted stock award ispro-rated based on length of service until the next regularly scheduled meeting where annual awards are granted, which will occur in December 2018. Dr. Patel received 1,113 shares of restricted stock under the Company’s Stock Plan forNon-Employee Directors in connection with his election to the Board.
The Company has entered into its standard indemnification agreement with Dr. Patel (the “Indemnification Agreement”). The form of the Indemnification Agreement is filed as Exhibit 10.2 to the Company’s Current Report on Form8-K filed with the SEC on February 29, 2012 and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company’s Amended and Restated Code of Regulations under Ohio law.
A copy of the press release announcing Dr. Patel’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | LINCOLN ELECTRIC HOLDINGS, INC. |
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| Date: February 22, 2018 | | | | By: | | /s/ Jennifer I. Ansberry |
| | | | | | Jennifer I. Ansberry, Executive Vice President, |
| | | | | | General Counsel & Secretary |
